Frank (Bruce Willis) is an aging, former CIA agent surviving on his pension cheque.
The only kicks he gets out of life are from flirting with Sarah (Mary-Louise Parker), the woman at the benefits office that he gets to talk to over and over again, by tearing up his pension cheque and calling to complain it hasn’t arrived.
When a gang of masked gunmen bursts into his house one night to try to kill him, Frank slips away and heads for safety – stopping off on the way to kidnap Sarah.
She’s clearly perturbed to come home to find him in her apartment and surprised when he whisks her away, but she’s soon won over by, if not his charms, the fact that he should be able to protect her from the would-be assassins who’ve already linked her to him.
When Frank realises that one-by-one, everyone on an age-old black-ops mission in South America is being wiped out, he decides to search out his surviving fellow former spies – the paranoid Marvin (John Malkovich), who lives underground to avoid detection – Joe (Morgan Freeman) who blends right in at the rest home where he now resides – Victoria (Helen Mirren), who lives like a lady of the manor – and their former Cold War ally, Russian agent Ivan (Brian Cox).
As Joe points out, they’re “putting the band back together” as they find out who’s behind the killings and why, so that they can save their own lives and bring down a conspiracy that threatens the very future of the United States.
The conspiracy goes so high, of course, that their CIA successors (Rebecca Pigeon and Karl Urban) find themselves unknowingly on the wrong side of justice and our heroes have both the CIA and a bunch of assassins on their tail.

WHAT’S IT LIKE?

With a bunch of aging, big-name actors, this action comedy is what the recent Expendables should’ve been – a thoroughly enjoyable opportunity to see some of the great stars of their day having fun with guns.
One of the reasons this succeeds where the Expendables failed is because the stars in question here are multi-dimensional (OK, so Bruce Willis is in both, but he was underused in the earlier film). Another reason is simply that this film is better. It has a story – arguably a rather predictable one, with the whole gamut of clichéd characters from the retired spies to the corrupt politicians and businessmen and the intelligence chiefs they lead astray – but a story, nonetheless. And this film has a go at humour, often very successfully, delivering some laugh-out loud moments, more from character than contrivance in the plot.
Seeing a middle-aged Willis pull out the kind of performance he once did twenty years ago, but with graceful aging, is entertaining – as is seeing Helen Mirren acting oddly out of character, as a former hit-woman whose aim is still every bit as sharp as her tongue.
It’s a silly film that fails to convince on many levels, but it has no pretensions, and it makes a good stab at providing a good-humoured action-comedy with conflicted characters you can care about and deliciously dastardly antagonists who are corrupt and ruthless to varying degrees.
The “band,” as Joe refers to them in a reference to the Blues Brothers, are being targeted because the black-ops job they were involved in means they are the only ones standing in the way of a war criminal standing for the presidency – they’re retired, but still extremely dangerous – R, but still ED – if you’re wondering what the title means.
That the writers also manage to weave in a potentially redundant love story, to pad it out and give Willis’s character a bit more depth, works surprisingly well – two lost and lonely souls finding themselves by finding each other just adds another level of formulaic fun.
And as the only fish-out-of-water, it’s Mary-Louise Parker’s pensions clerk who represents the audience as we’re led through this world treachery and trepidation. And as long as we follow her lead and just go with the flow, rather than taking it too seriously, it’ll be a rewarding evening’s entertainment, tilted towards a slightly older viewer than the genre’s usual fare.